Preamble. Stockholders LXXVII. An ACT for the benefit of Smith Bedford. WHE HEREAS Smith Bedford, of the city of Albany, presented a petition to the honorable the legislature of the state of New-York, praying for the alteration of his name to that of David Elias Smith Bedford: And whereas it appears satisfactorily that the alteration of the name of the said Smith Bedford to that of David Elias Smith Bedford will be of material advantage to him, inasmuch as a legacy has or will be bequeathed to him by that name: Therefore, BE it enacted by the people of the state of New York, represented in Senate and Assembly, That the said Smith Bedford hereafter shall be called and known by the name of David Elias Smith Bedford, and by that name shall be in law capable of taking. purchasing, holding and conveying any estate, real or personal, of any kind or nature whatsoever. CHAP. LXXVIII. AN ACT to incorporate the Stockholders of the Bank of America. W Passed June 2, 1812. HEREAS Theodorus Bailey and others have, by their petition presented to the Legislature, stated that they are desirous of establishing a bank, under the style and name of the President, Directors and Company of the Bank of America, and have pray. ed that they and their associates may be incorporated for that purpose: Therefore, I. Be it enacted by the people of the state of New incorporated York, represented in Senate and Assembly, That all such persons as shall, in the manner herein after pro vided, become stockholders of the bank hereby incor porated, shall be, and hereby are ordained, constituted and declared to be a corporation and body politic, by the name and style of the president, directors and comand powers. pany of the bank of America, and shall so continue from, and immediately after the passing of this act, Their style 4 until the second Monday of May, which will be in the year one thousand eight hundred and thirty-two, and by that name they and their successors shall and may, until that day, have continued succession, and shall be, and hereby are made able and capable in law to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in all courts and places whatsoever, and in all manner of actions, suits, complaints, matters and causes whatsoever; and that they and their successors may make, have and use a common seal, and may break, change, alter and renew the same at their pieasure; and shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of the said corporation: Provided, That the real estate which it may be Proviso. lawful for the said corporation to hold, shall be only such as shall be requisite or necessary for its accommodation in relation to the transaction of its business, or the accommodation of any of its officers, or such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealing, or pur. chased at sales upon judgments which shall have been obtained for such debts: And provided further, That Further pro it shall not be lawful for the said corporation, directly or indirectly, to deal or trade in buying or selling any goods, wares, merchandise or commodities whatsoever, or in buying or selling any stock created by any act of the United States or of this state, unless in selling the same when truly pledged by way of security for debts due to the said corporation. viso. II. And be it further enacted, That the capital stock, Capital stock of the said corporation shall not exceed six millions of dollars, and shall be divided into sixty thousand shares, and that a share in the said stock shall be one hundred dollars, and that subscriptions for the said stock, in the manner herein after mentioned, shall be opened and kept open by the appointment and under the direction of the directors of the said bank herein after named, subject to such rules, regulations, limitations and conditions, as shall be by them prescribed, until Subscription opened for 1,000,000 dolls. the whole amount of shares for which the subscriptions were opened shall be filled. III. And be it further enacted, That subscription books to be books shall be opened at such time and place as shall be appointed as aforesaid, for receiving subscriptions for one million of dollars of the said stock, and shall be kept open until the same has been subscribed: ProStockholders vided, That no person or persons who is a stockholder S. bank not or stockholders in the late bank of the United States, for the same. at the time of the passing of this act, shall, directly or in the late V. to subscribe The stock holders of S. bank may subscribe 5,000,000 dolls. indirectly, become a subscriber or subscribers for any part of the one million of dollars for which subscription books shall be opened as aforesaid; and if any such subscription shall be made, the same shall be, and hereby is declared to be invalid and of no effect. IV. And be it further enacted, That other subscripthe late U. tion books shall be opened in the city of New-York, during and at such time or times as shall or may be appointed as aforesaid, giving at least ten days notice thereof in two of the newspapers printed in the city of New-York, wherein the stockholders of the late bank of the United States may subscribe five millions of dollars of the said stock of the late bank of the United States, subject as aforesaid; and which books shall be kept open for at least sixty days, unless the said amount shall be sooner subscribed; and if such last mentioned sum shall not be subscribed within such time as aforesaid, or within such further time as the said directors shall or may prescribe, then and in such case it shall and may be lawful for the directors herein after named to cause a subscription book to be again opened, at such time and place as they shall appoint, for the purscribed in a pose of receiving subscriptions for so much of the said the remain five millions of dollars as shall remain unsubscribed subscribed by for as aforesaid, and for which any person or persons may become a subscriber or subscribers. If the same is not sub certain time der may be others. 18 directors to manage the corpora V. And be it further enacted, That for the well orthe affairs of dering, managing and conducting of the stock, protion. perty, concerns and affairs of the said corporation, the same shall be ordered, managed and conducted by eighteen directors, two of whom shall be appointed by the council of appointment, and the residue shail be given of stockholders and citizens of this state, to be chosen by the stockholders of the said corporation in the manner herein after provided for, which directors shall hold their offices for one year from the second Monday of May in every year, and until others shall be duly elected in their places; and the said directors shall be elected on the first Monday of May in every year, at such time of day, and at such place within the city of NewYork, as a majority of the directors for the time being shall appoint, of which public notice shall be given by Notice to be the said directors, not more than twenty nor less than election. ten days previous to the time of holding the said election, by an advertisement to be inserted in at least two of the public newspapers printed in the city of NewYork; and the said election shall be held and made by such of the stockholders of the said corporation as shall attend for that purpose, either in person or by proxy, subject to the restriction herein after provided; and all elections shall be by ballot, and the sixteen persons who shall have the greatest number of votes shall be directors, (except as herein after directed ;) and if it shall happen at any election that any two or more persons have an equal number of votes, then the directors in office at the time of such election, or a majority of them, shall proceed to ballot, and by plurality of votes determine which of the said persons, so having an equal number of votes, shall be director or directors, so as to complete the whole number of directors; and the directors so elected and appointed shall take their seat at the board on the second Tuesday in the same month of May in each year, and shall, as soon as may be, proceed to elect by ballot one of their number to be their president, and if any director, other than those appointed by the council of appointment, shall move out of this state, or cease to be a stockholder, his office shall be considered vacant; and whenever any vacancy happens among the directors, from any cause whatever, the same shall be filled for the remainder of the year in which it shall happen, by such person or persons as the remainder of the direc tors for the time being, or a majority of them, shall tors. appoint: Provided however, That there shall be no election for, or appointment of directors, until the first Monday of May, one thousand eight hundred and fourteen, and that in the mean time, Theodorus BaiFirst direc ley, Oliver Wolcott, Stephen Whitney, William Bayard, John T. Lawrence, Archibald Gracie, Arthur Smith, John T. Champlin, Patrick G. Hildreth, George Griswold, John Depeyster, Elisha Levensworth, Thomas Buckley, Philip Hone, Josiah Ogden Hoffman, Abraham Barker, Preserved Fish and Henry Post, junior, be, and they are hereby declared to be the directors of the said corporation, and they shall hold their offices until the second Monday of May, in the year last aforesaid; and the directors herein before named shall choose one of their number for their president. Corporation not dissolved VI. And be it further enacted, That in case it shall for net hold- at any time happen that an election of directors shall on a certain not take place on the day when, pursuant to this act, ing election day. Votes pro portioned. Proviso. it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but it shall and may be lawful to hold such election on such other day, and in such other manner, as shall be prescribed by a bye-law or ordinance of the said corporation, for that purpose to be made. VII. And be it further enacted, That each stockholder or stockholders, at elections, shall be entitled to vote according to the number of shares he, she or they shall hold, in the proportions following, that is to say: For one share and not more than two shares, one vote; for every two shares above two and not exceeding ten, one vote; for every four shares above ten and not exceeding thirty, one vote;' for every six shares above thirty and not exceeding sixty, one vote; for every eight shares above sixty and not exceeding one hundred, one vote; for every ten shares above one hundred, one vote; but no person, copartnership nor body politic, shall be entitled to a greater number of than thirty votes: Provided, That no stockholder, not a citizen of the United States, and an actual resident therein, shall be entitled to vote at elections or otherwise, either person or by proxy: And provided also, That no in |